• 12 ounces semisweet chocolate chips
  • 1 (14-ounce) can sweetened condensed milk
  • 2 tablespoons unsalted butter
  • 1 cup large marshmallows, cut into 4 squares
  • 2 cups popcorn, plus more for topping
  • Powdered sugar, to garnish


  1. Prepare a 9x5-inch loaf pan with parchment paper and nonstick cooking spray.
  2. In a large glass bowl, add the chocolate chips, condensed milk and butter.
  3. Place in microwave oven, and heat for 10 seconds at a time, stirring after each time, until just melted. Fold in marshmallows and popcorn.
  4. Pour mixture into prepared loaf loaf pan, pressing down to flatten. Dot more popcorn on top. Freeze for 1 hour.
  5. Cut into 8 squares. Garnish with powdered sugar before serving.